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Omeros (OMER) Enters Royalty Monetization Transaction with DRI Healthcare Trust

October 3, 2022 7:11 AM EDT

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Omeros Corporation (Nasdaq: OMER) today announced that Omeros has sold to DRI Healthcare Acquisitions LP (“DRI”), a wholly owned subsidiary of DRI Healthcare Trust, an interest in certain royalty payments based on net sales of OMIDRIA (the “Purchased Receivables”). The royalties payable to DRI comprise a portion of the royalties projected to be paid under the terms of the Asset Purchase Agreement (the “Asset Purchase Agreement”), among Omeros, Rayner Surgical Inc. (“Rayner Surgical”) and Rayner Surgical Group Limited, pursuant to which Omeros sold OMIDRIA and related business assets to Rayner Surgical in December 2021.

Omeros received gross proceeds from DRI of $125 million upon closing of the sale of the Purchased Receivables, which was completed pursuant to a Royalty Purchase Agreement between Omeros and DRI, dated September 30, 2022 (the “Royalty Purchase Agreement”).

Under the Royalty Purchase Agreement, DRI is entitled to royalties on net sales of OMIDRIA received between September 1, 2022 and December 31, 2030, subject to annual caps. Based on the payment schedule and associated caps, not until July 2028 will DRI have been paid an aggregate of $125 million, the amount that Omeros has received from DRI. Specifically, the caps are set at $1.67 million for the remainder of 2022, $13 million for calendar year 2023, $20 million for calendar year 2024, $25 million for calendar years 2025 through 2028, $26.25 million for calendar year 2029 and $27.50 million for calendar year 2030. The total payments to DRI throughout the term of the agreement are $188.4 million and represent no more than one-third of future royalty payments projected to be paid by Rayner to Omeros through 2030.

DRI is not entitled to carry-forward nor recoup any shortfall if the royalties paid by Rayner for an annual period are less than the cap amount applicable to such period. Omeros will retain all royalties received during a given annual period in excess of the respective cap. DRI has no recourse to Omeros’ assets other than the Purchased Receivables and is entitled to payment for the Purchased Receivables only to the extent of royalty payments actually received, up to the previously described annual caps. Given that this is a partial sale of OMIDRIA royalties, there are no asset pledges or financial covenants.

Royalty payments, as received from Rayner, will be allocated between Omeros and DRI each month based on the amount to which DRI is entitled. Monthly caps are determined by dividing the annual cap amount by 12 or, in the case of the partial calendar year 2022, by four.

“We are pleased to have partnered with DRI to monetize a portion of our OMIDRIA royalty stream,” said Gregory A. Demopulos, M.D., chairman and chief executive officer of Omeros. “The transaction provides Omeros with a substantial capital infusion that is repayable over the next eight and a half years solely from future OMIDRIA royalties, retains the majority of our expected OMIDRIA revenues, and does not dilute our stockholders.”

The Purchased Receivables do not include, and DRI is not entitled to, any portion of the $200 million commercial milestone payment payable to Omeros under the Asset Purchase Agreement if, before January 1, 2025, separate payment for OMIDRIA under Medicare Part B is secured for a continuous period of at least four years.

OMIDRIA has been granted separate payment in ambulatory surgery centers by the Centers for Medicare and Medicaid Services (CMS) under CMS’ non-opioid alternative pain management exclusion from packaged payment. The most recently reported quarterly net revenues for OMIDRIA were $34.5 million for the quarter ended June 30, 2022, on which Omeros earned a 50-percent royalty, or $17.2 million, from Rayner.



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